SEC Form 4 · accession 0000899243-18-021178

Nationstar Mortgage Holdings Inc. · NSM

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Michael R Rawls

Officer — EVP, Servicing

Period of report

Jul 31, 2018

Accepted (ET)

Aug 2, 2018 · 4:15 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001520566

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Common Stock^F1	Jul 31, 2018	D	50,190	—	D	0	D
Common Stock^F2,F1	Jul 31, 2018	M	32,340	—	A	32,340	D
Common Stock^F2,F1	Jul 31, 2018	D	32,340	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units^F2	$0.00	Jul 31, 2018	M	32,340	D	—	—	Common Stock	32,340	29,053	D
Restricted Stock Units^F3	$0.00	Jul 31, 2018	D	29,053	D	—	—	Common Stock	29,053	0	D

Explanation of responses

F1Each share of Common Stock was disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement), dated as of February 12, 2018, by and among the issuer, WMIH Corp. ("WMIH") and Wand Merger Corporation, a wholly owned subsidiary of WMIH, in exchange for either (i) $18.00 in cash, without interest (the "Cash Election Consideration") or (ii) 12.7793 shares of validly issued, fully paid and nonassessable shares of common stock, par value $0.00001 per share, of WMIH (the "Stock Election Consideration"), in each case, subject to the merger consideration election made by the reporting person and the proration and adjustments set forth in the Merger Agreement.
F2Each Restricted Stock Unit represents a contingent right to receive one share of issuer's Common Stock. Under the terms of the Merger Agreement, subject to certain exceptions, each outstanding Restricted Stock Unit held by the reporting person, whether vested or unvested, automatically vested in full, was assumed by WMIH and converted into a WMIH restricted stock unit entitling the reporting person to receive upon settlement either the Cash Election Consideration or the Stock Election Consideration, as elected by the reporting person in accordance with the procedures set out in the Merger Agreement, based on the number of shares of Common Stock underlying the number of Restricted Stock Unit awards as of immediately prior to the effective time of the merger.
F3Restricted Stock Unit awards granted on or after February 12, 2018 were not included as part of the reporting person's share count for purposes of the election to receive the merger consideration under the Merger Agreement. Instead, these awards were automatically assumed by WMIH and converted into WMIH restricted stock unit awards, with respect to a number of WMIH shares equal to the number of shares of Common Stock underlying the awards multiplied by the exchange ratio set forth in the Merger Agreement (12.7793). These restricted stock unit awards otherwise remain subject to the same vesting schedule and settlement terms as applicable immediately prior to such assumption and conversion.